SEVERAL years ago, the chairman of a multi-billion-dollar enterprise said to me: "Let's face it - there is no such thing as a totally and truly independent director."

That remark put the brakes on the discussion about the independence of a particular director on the board.

On reflection, he was, in a sense, right, of course. Independence, after all, is a state of mind. Who is to really know what is (and what could be) in the mind of a director when a decision is being made?